"How is that possible! Last quarter you had the same grade I did—an F. You failed it! How can you go up from an a F to a B in one quarter?"

Ginger Mully was questioning her best friend Melissa Runnels on the increase in her grade. They were in the lunchroom during lunch break. They had just that day received their report cards for the quarter. Both were seventeen years old, high school seniors, and due to graduate in the spring—if they kept their grades up and passed everything—which was in doubt for Ginger.

Melissa gave out a smug smile. "Maybe I studied and really applied myself—to Chemistry."

"You haven't studied any more than I have," Ginger snorted. "And as for applying yourself, you're the laziest person I've ever known. You're lazier than I am—and that's pretty lazy."

Melissa shrugged nonchalantly. "All I know is, I got a B in Chemistry. That means that I have an average of a B in all grades—and that means I'll be able to be accepted to college—if I choose to attend."

Ginger blinked at Melissa, and then gave out a sigh and wagged her head. "I just don't understand it. What I do understand is that I got an F in Chemistry—which means that I am failing it—which means that I won't be able to graduate this spring. I'll have to go to summer school and make up the Chemistry grade—if that's possible, which I have my doubts it is."

"That won't be necessary," Melissa said.

"What do you mean, it won't be necessary? It's a fact. I'm failing Chemistry—I got an F."

"Yeah, but that can be changed—just like my F was changed to a B."

Ginger stared at Melissa in mystification. "What are you talking about, anyway? I don't get you. What do you mean, my grade can be changed from an F to a B? What do you do—wave a magic wand or something and have your grade changed?"

Melissa snickered. "No, there's no magic involved in it at all."

"Well, what is involved in it then? Tell me. How did you go from an F to a B in one quarter? I mean, we have the same teacher; we're taking the same course—just at different times—but the same course. We're both about the same intelligence level, we both are lazy as hell and don't really study. So how did it happen?"

Melissa gave a knowing smile to Ginger and said, "Yes, we have the same teacher—different period but the same course, yes." She looked into Ginger's eyes and said in a significant tone: "You know about Ms. Paley, don't you?"

Ginger looked quizzically at Melissa. "Sure, I know about her. What's that got to do with anything, other than that she's our Chemistry teacher."

"You say you know about her? What do you know?" Melissa said.

Ginger gave out an exasperated sigh. "What I mean is, I know she's our Chemistry teacher."

"You don't know about her, though; I mean, you know, what's said about her."

"Oh, I know that," Ginger said. "I've heard all about that. I've heard all the rumors and all that stuff."

"You've heard that she's les, that she's into women—and girls?"

"Oh yeah, I've heard all that stuff. So what?"

"So what, is this," Melissa said. "It's true. She's what would be called a full-blown dyke."

"A full-blown dyke. What the hell does that mean?"

Melissa crossed her arms and leaned back in her chair and gave out another smug smile.

"You don't know what a dyke is?" she asked sarcastically.

"Sure I know what it is," Ginger replied. "But so what? What's this got to do with anything?"

"It could have a lot to do with it," Melissa said. "For one thing, it could have a lot to do with having your grade raised to a B in Chemistry."

Ginger gazed at Melissa for a moment, and then a light switched on in her head, and she began to understand where Melissa was coming from and of what she was referring. She looked into her friend's eyes, and Melissa gave a knowing look back at her.

"How do you know? How do you know that Ms. Paley is les?"

"I know she is," Melissa replied. "I know from personal experience."

Ginger's mouth opened and she stared at her friend. "You know from experience?"

"Yes," Melissa simply said.

"Tell me," Ginger said.

"I'm not going to go into details about it," Melissa replied. "Let's just say that Ms. Paley tutored me. She gave me some private tutoring, I guess you could say. And the result was I went from an F to a B. Are you getting the message? Need I say more?"

"Private tutoring? Of what did that consist?"

"Look, all I'm going to say is this: If you were nice to Ms. Paley, she would be nice to you, and she would up your grade. She did it for me."

"What do you mean, be nice to her?"

"Let her do what she wants with you," Melissa replied.

"And what would that be?"

"Let her get it on with you. That's what I did."

Ginger almost gaped at her friend. "You got it on with her?"

"Yeah," Melissa said. "It's no big deal. Look, here's what you need to do: go to her office—the best time to do that is at the lunch hour. I don't think she ever eats—lunch, that is. She's always in her office during the whole lunch hour. Tell her that you want to get some extra credit, that you want to be tutored by her—tell her that you'll do anything to up your grade. Tell her that I sent you."

Ginger stared at her best friend, and Melissa smiled back at her...

The next day Ginger went to Ms. Paley's office after the third period when the lunch hour had begun. She tapped on the door and an authoritarian-sounding voice rang out: "Enter."

Ginger entered Ms. Paley's office. She was intimidated to say the least. Ms. Paley was an imposing figure. She was seated in a big leather chair behind a big desk. She was a big woman in size. She was a good five feet ten and full-bodied; not fat, but fully packed so to say. She was buxom. She was in her early thirties. Her black hair was cut short to her ears, and her big dark eyes stared unblinkingly. She had thick lips, over which she had a habit of running her tongue. She stared at Ginger for a good five seconds without saying anything.

"Yes, what is it?" she finally broke the silence.

Ginger gulped, and then she managed to say: "Could I speak with you, Ms. Paley?"

"About what?"

Ginger hesitated.

"Well, speak up," Ms. Paley said.

"It's about—uh—my grade," Ginger said.

"What about your grade?"

"Well, I—uh—I'd like to see about—uh—trying to get it raised. I mean, I got an F, and I guess I'm on the verge of failing the whole year, and if I fail, it means I won't graduate this spring, and I'd have to go to summer school, and I may not even pass that, and it would mess me up going to college ... So..."

"Come over here and sit down," Ms. Paley suddenly said, pointing to a chair next to her desk. Ginger quickly complied.

"Now, it is true that you got an F—which you deserved. And it's true that you're on the verge of failing for the year. You say that you'd like to get your grade raised."

"Yes, ma'am. I would. I would like to get some extra credit if that's possible. I'll do whatever it takes. I'll do anything to up my grade. I'd like to be tutored by you, if that's possible. Like you tutored Melissa Runnels."

Ms. Paley crossed her full legs and her skirt rode up. Ginger found herself looking at her teacher's legs and her full thrusted-out chest.

"How did you know I tutored Melissa?"

"She told me you did. She told me that you privately tutored her and her grade went from an F to a B. She told me to tell you that she sent me to you."

"I see," Ms. Paley said. She stood and moved close beside the chair where Ginger sat. She let her hand sweep lightly across Ginger's shoulder as she walked toward the door. She turned with her hands behind her back. She gazed at Ginger, and she liked what she saw. Ginger was seventeen with shoulder-length wavy auburn hair, green eyes, full pink lips and a peachy complexion. She was dressed in a tight silk blouse which was poked out by her breast mounds, and a short tight skirt which showed a good portion of her sleek legs. She was simply stunning and comely. With one hand behind her back Ms. Paley clicked the lock down on the door. She then walked toward Ginger and stood beside her.

"I'm sure that Melissa told you of what the tutoring would consist."

"She told me that if—uh--I were nice to you that you would be—uh--nice to me, and—uh--up my grade."

"And are you willing to do that?" She laid another hand down and stroked Ginger shoulders.

"Yes, ma'am."

Ms. Paley slid her hands down, letting one slide down the top of Ginger's blouse and inside it.

Ginger's heart thumped and she felt a fizzy tingling run up her body from between her legs to her breasts.

Ms. Paley bent down and nuzzled Ginger's neck, sliding her lips over the soft flesh. She slid her tongue-tip up behind Ginger's ear and licked it.

Ginger let out a ragged breath and arched her neck. Ms. Paley flicked her tongue over the girl's neck, licking and lapping it. She slid a hand down her blouse

"Are you really willing to do anything I want you to do?" Ms. Paley asked.

"Yes," Ginger breathed out.

"Stand up," Ms. Paley ordered.

Ginger complied.

Ms. Paley moved up close behind her, slipping her arms around her waist. She nuzzled her neck, sliding her lips and tongue over the soft warm skin. She breathed hotly in her ear as she pressed her body up against the backside of Ginger. She began unbuttoning her blouse as she kissed and licked her student's neck.

"You do understand this is not a one-time thing, don't you? You understand this will go on through the quarter, don't you?"

"Yes, I understand," Ginger replied.

"Good," her teacher said. "Just so you understand the situation. Just like Melissa understands."

She finished unbuttoning Ginger's blouse and pulled it out of her skirt. She slid her hands underneath her bra and palmed and mashed the warm smooth firm mounds of the teenager's breasts.

"Ah, yes, it feels good," Ginger breathed out. The woman's hands rubbing and massaging her breasts and scraping her thumbs over the nipples sent rippling tingling throbs of pleasure throughout her whole body. She was breathing hard now, almost panting.

"Um, you have nice breasts," Ms. Paley whispered in her ear. "The size and shape of big softballs, erect pellet-sized nipples. Um, yes, made to rub, lick and suck."

She ran a hand down underneath Ginger's skirt and moved it up between her legs, She slid her hand to the waistband of her panties.

"You're a peach—ripe to eat," she breathed in Ginger's ear. She slid her hand between Ginger's tummy and her panties. She slid it on down till her fingers made contact with Ginger's pussy. And then she began stroking up and down.

Ginger groaned with the feeling of her teacher's hand rubbing her cunt. She spread her legs and thrust her rump back a little. Ms. Paley pressed her crotch on Ginger's butt as she rubbed her pussy up and down and squeezed one of her titties.

"Um, you're delicious," Ms. Paley panted in Ginger's ear. "I'm going to have you for lunch. I'm going to eat you up."

She tugged Ginger around and pushed her back on the desk. She moved between her legs and raked her blouse and bra up. She didn't waste any time. She went down on the teenager's breasts, licking and lapping the mounds.

"Oh, ah," Ginger breathed out in rising passion and pleasure as her teacher went from one breast to the other, flicking her tongue on the nipples as she sucked the nubs with her thick lips.

She slid Ginger's panties down and pulled them off and grasped her legs and raised them up and drew them back.

"Um, beautiful pussy—made to lick, suck and fuck," she panted in lust as she looked at the teenager's cunt. Silken auburn hair surrounded her little slit; it was clear she didn't shave, but kept it trimmed. It was just the way Ms. Paley liked a pussy.

She lowered her head between Ginger's legs, clutched her thighs, and buried her face in the teenage muff. She began rubbing her mouth up and down.

"Ooh, ah, um," Ginger cooed as Ms. Paley began sliding her tongue-tip up and down.

She slid her tongue into the pussy and swirled and lapped it around, as she grasped Ginger's rump mounds and rubbed and squeezed them.

She jammed her tongue into the teenage cunt and squirmed it up and down, sliding it over the clit.

"Oh, ah, oh god, ah!" Ginger cried out and mashed her cunt on her teacher's mouth. With both hands she clutched Ms. Paley's head and thrust her pussy up to meet her teacher's licking sucking mouth. "Oh god, eat me! Lick me, suck me! Ooh, ah, it feels so fucking good!"

Ms. Paley feasted on the teenager's cunt, flicking the clit with her tongue as she sucked it with her lips.

Ginger thrashed and hunched and mashed her pussy on her teacher's mouth. She rubbed and squeezed her own tits as Ms. Paley sucked her pussy and squeezed her ass.

"Oh, ah, I'm cuming!" Ginger cried as her teacher tongue-fucked her, jamming and jabbing her tongue up her cunt, all the time sucking on her clit.

She heaved her body up and mashed her pussy hard on her teacher's mouth, grinding it around. "Oh god, now! Now!" she gasped.

Ms. Paley continued to suck her cunt as Ginger humped and bucked in the throes of a climax.

"Oh, god, so fucking good!" Ginger cried.

Ms. Paley at last raised her face up from Ginger's cunt. "Damn, you've got a sweet-tasting pussy," she panted. "Tastes like musky honey cinnamon. But we've only just begun. I'm really going to fuck that sweet pussy now."

She opened a drawer on the desk and pulled out an object. Ginger looked down and her eyes widened and mouth opened when she saw what Ms. Paley held. It was a strap-on dildo with a small knobby extension on one end. The dildo was made of stiff but flexible rubber. It was the shape and size of an erect penis.

Ginger watched as Ms. Paley lifted her skirt and slid her panties down and off. She strapped the dildo on and grasped the extension, adjusting it into a position where it slipped up into her pussy. She moaned as it slid into her cunt. She quickly fastened the straps and stood, the dildo jutting out in front of her.

"I'm going to fuck you for real," Ms. Paley said.

She slid atop Ginger, clutching a hip with one hand and guiding the dildo onto her pussy. She slipped the head of the rubber cock down till it made contact with Ginger's slit. Without further ado, she thrust forward, wrapping her arms around the student's waist, as she pushed the dildo into her cunt.

Ms. Paley raked her blouse and bra up and laid her coconut-sized breasts down on Ginger's. She began rubbing her tits on the teenager, their nipples and breasts mashing together as she thrust the rubber cock up Ginger's pussy. She groaned as the small extension slid up and down over her clit as she screwed the dildo in the teenage girl's cunt.

"Oh god, ah, um, ah!" Ginger wrapped her arms and legs around her teacher and hunched back at her as Ms. Paley pumped the rubber prick in her pussy. "Ah, fuck me!" the teenager cried. "Ooh, yes, oh god, yeah!"

Ms. Paley squeezed the girl's ass and sucked her tits as she screwed the cock fast and hard and deep in Ginger's cunt.

"Oh, ah, unh, ooh, ah, yes!" the teenager hunched and thrashed and jerked as her teacher rapped the rubber dick up and down her pussy, fucking her with full thrusts, screwing every inch of the prick in her cunt.

Ms. Paley jammed the cock to the hilt up the girl's pussy, and Ginger threw her head back and lunged her body up and began grinding her cunt around the rubber dick.

"Ah, I'm cuming too," the teacher panted as the knob inside her pussy had been rubbing upon her clit the entire time she had been fucking the girl, and it had caused her to finally squirt. She spurted cunt juice upon Ginger's pussy, some of it actually entering into the teenager's cunt. "Hot fucking cum!" she gasped. "You sweet hot fucking pussy you!" She jabbed the rubber prick in Ginger's pussy, screwing the head of it back and forth, fast and hard.